# Sean Ryan v. FIGS, Inc.

> District Court, C.D. California · January 10, 2025

URL: https://www.frixlaw.com/law-library/cases/10780355

## Case

- **Court:** District Court, C.D. California
- **Decided:** January 10, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

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## How later opinions describe it (automated extraction)

- finding 25 defendants solicited the purchase of securities by disseminating articles
- holding that a 25 statement is misleading and actionable under securities law if “it affirmatively 26 create[s] an impression of a state of affairs that differs in a material way from the one 27 that actually exists”
- finding that, “[a]lthough plaintiff refer[red] to the existence of sales and 15 shipment data and ma[de] a general assertion about what the data showed, plaintiff 16 allege[d] no hard numbers or other specific information” sufficient to plead scienter
- holding that a claim must be “plausible on its 12 face” to avoid dismissal

## Opinion text

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8 United States District Court
9 Central District of California

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11 SEAN RYAN, Case № 2:22-cv-07939-ODW (AGRx)

12 Plaintiffs, ORDER GRANTING IN PART AND

13 v. DENYING IN PART DEFENDANTS’
MOTIONS TO DISMISS FIRST
14 FIGS, INC. et al., AMENDED CLASS ACTION

15 Defendants. COMPLAINT [118] [120] [123]

16
17 I. INTRODUCTION
18 On November 1, 2022, Plaintiff Sean Ryan filed the initial Complaint in this
19 putative securities class action. (Compl., ECF No. 1.) Thereafter, the case was
20 consolidated with City of Hallandale Beach Police Officers and Firefighters
21 Personnel Retirement Trust v. FIGS, Inc. et al., No. 2:22-cv-08912-ODW (KSx).
22 (Min. Order, ECF No. 64.) The Court designated this case as the lead case and
23 appointed Ronald Hoch, City of Pensacola Police Officers’ Retirement Plan (“City of
24 Pensacola”), City of Warren Police and Fire Retirement System (“City of Warren”),
25 Kissimmee Utility Authority Employees’ Retirement Plan (“Kissimmee”), and
26 Pompano Beach Police & Firefighters’ Retirement System (“Pompano Beach”)
27 (collectively, “Plaintiffs”) as the lead plaintiffs in the consolidated action. (Id.)
28
1 On April 10, 2023, Plaintiffs filed their consolidated Class Action Complaint.
2 (Class Action Compl. (“CAC”), ECF No. 88.) The Court subsequently dismissed the
3 Class Action Complaint with leave to amend (“January 2024 Order”). (Order. Mot.
4 Dismiss (“Order MTD”) 35, ECF No. 113.) Thereafter, on March 19, 2024, Plaintiffs
5 filed their First Amended Class Action Complaint (“FAC”) against Defendants FIGS,
6 Inc. (“FIGS”), Heather Hasson, Catherine Spear, Daniella Turenshine, Jeffrey D.
7 Lawrence, J. Martin Willhite, Tulco, LLC (“Tulco”), Sheila Antrum, Michael Soenen,
8 and fifteen underwriters1 (collectively, the “Underwriters”) involved in FIGS’s Initial
9 Public Offering (“IPO”) and Secondary Public Offering (“SPO”). (First Am. Compl.
10 (“FAC”), ECF No. 117; Suppl. FAC, ECF No. 148.)
11 All Defendants, in three groupings, now move to dismiss the FAC (“Motions”).
12 (Tulco Mot. Dismiss (“Tulco MTD”), ECF No. 118; Underwriters Mot. Dismiss
13 (“Underwriters MTD”), ECF No. 120; FIGS Mot. Dismiss (“FIGS MTD”), ECF
14 No. 123.) For the reasons below, the Court GRANTS IN PART AND DENIES IN
15 PART Defendants’ Motions.2
16 II. BACKGROUND
17 The Court previously detailed the complex procedural history and extensive
18 factual allegations in this case. As the factual allegations in the 164-page FAC remain
19 largely the same as in the CAC, the Court incorporates much of the background
20 discussion from its January 2024 Order by reference here. (Order MTD 3–8.) The
21 factual allegations and procedural history relevant to the disposition of the present
22 Motions are summarized below.3
23
1 The named underwriters are Goldman Sachs & Co. LLC; Morgan Stanley & Co. LLC; Barclays
24
Capital Inc.; Credit Suisse Securities (USA) LLC; BofA Securities, INC.; Cowen and Company,
25 LLC; Guggenheim Securities, LLC; KeyBanc Capital Markets Inc.; Oppenheimer & Co. Inc.; Piper
Sandler & Co.; Telsey Advisory Group LLC; Academy Securities, Inc.; R. Seelaus & Co., LLC;
26 Samuel A. Ramirez & Company, Inc.; and Seibert Williams Shank & Co., LLC. (FAC ¶¶ 65–79.)
2 Having carefully considered the papers filed in connection with the Motions, the Court deemed the
27
matters appropriate for decision without oral argument. Fed. R. Civ. P. 78; C.D. Cal. L.R. 7-15.
28 3 All factual references derive from Plaintiffs’ First Amended Class Action Complaint and
Supplement to the First Amended Class Action Complaint, and well-pleaded factual allegations are
1 A. Factual Background & Parties
2 In 2013, Hasson and Spear co-founded FIGS, a direct-to-consumer (“DTC”)
3 medical apparel company that sells premium scrubs, lab coats, jackets, vests, and
4 medical apparel. (FAC ¶¶ 43, 86–87.) FIGS’s DTC model bypassed third-party
5 wholesalers and retailers, allowing FIGS to sell directly to customers through its
6 website and mobile application. (Id. ¶ 88.) During the COVID-19 pandemic, FIGS
7 experienced “explosive growth” due to heightened demand for medical scrub products
8 and a global shift to online sales. (Id. ¶¶ 102–104.) Following several years of
9 exponential growth, FIGS went public with its IPO, which closed on June 1, 2021,
10 and its SPO, which closed on September 20, 2021. (Id. ¶ 105.)
11 The IPO and SPO documents (collectively, the “Registration Statements”) were
12 reviewed and signed by FIGS’s Chief Financial Officer, Lawrence, and Directors of
13 FIGS’s Board, Antrum, Soenen, and Willhite. (Id. ¶¶ 47, 49–51.) Turenshine later
14 replaced Lawrence as FIGS’s CFO, in December 2021. (Id. ¶ 215.) The Underwriters
15 agreed to purchase and sell shares in FIGS’s IPO and SPO. (Id. ¶¶ 63–64.) Tulco is a
16 venture capital investment firm that owned a substantial percentage of FIGS’s
17 common stock and sold shares during the IPO and SPO. (Id. ¶ 53.) Willhite
18 simultaneously served as Tulco’s Vice Chairman and as a Director on FIGS’s Board.
19 (Id. ¶ 49.)
20 Plaintiffs are investors who acquired FIGS Class A common stock pursuant to
21 and/or traceable to FIGS’s IPO and/or SPO, conducted on or around May 27, 2021
22 and September 16, 2021, respectively, and during the period thereafter between
23 March 9, 2022, and February 28, 2023 (the “Class Period”). (Id. ¶ 1.)
24 B. Procedural History
25 On March 19, 2024, Plaintiffs filed the operative FAC, renewing their
26 allegations under sections 11, 12(a)(2), and 15 of the Securities Act of 1933
27

28 accepted as true for purposes of these Motions. See Ashcroft v. Iqbal, 556 U.S. 662, 678–79 (2009);
United States v. Ritchie, 342 F.3d 903, 908 (9th Cir. 2003).
1 (“Securities Act”) and sections 10(b) and 20(a) of the Securities Exchange Act of 1934
2 (“Exchange Act”). Although the factual allegations in the FAC remain primarily the
3 same as in the CAC, the FAC changes the Class Period, and adds confidential
4 witnesses and new board meeting allegations.
5 Under the Securities Act, Plaintiffs allege that FIGS’s Registration Statements
6 contained eighteen untrue statements or omissions regarding FIGS’s ability to use data
7 to predict buying patterns, reliance on core products to maintain low inventory risk,
8 and reason for increased air freight usage. (Id. ¶¶ 141–48, 154–55, 162–67, 169–70.)
9 Plaintiffs assert: Securities Act section 11 (“Section 11”) claims against FIGS, Hasson,
10 Spear, Lawrence, Willhite, Antrum, Soenen, Tulco, and the Underwriters; Securities
11 Act section 12(a)(2) (“Section 12(a)(2)”) claims against FIGS, Hasson, Spear, Tulco,
12 and the Underwriters; and Securities Act section 15 (“Section 15”) claims against
13 Hasson, Spear, Lawrence, and Tulco. (Id. ¶¶ 43–53, 65–81, 172–206.)
14 Under the Exchange Act, Plaintiffs allege that FIGS, Hasson, Spear, and
15 Turenshine made over forty false and misleading statements during the Class Period.
16 (Id. ¶¶ 249–307.) Plaintiffs similarly claim these statements misled investors about
17 FIGS’s ability to use data to predict buying patterns, reliance on core products to
18 maintain low inventory risk, and reason for increased air freight usage. (Id.)
19 Plaintiffs assert: Exchange Act section 10(b) (“Section 10(b)”) claims against FIGS,
20 Hasson, Spear, and Turenshine; and Exchange Act section 20(a) (“Section 20(a)”)
21 claims against Hasson, Spear, Turenshine, Willhite, and Tulco. (Id. ¶¶ 212–21, 377–
22 87.)
23 Defendants move to dismiss the FAC on the grounds that the FAC fails to
24 satisfy Federal Rule of Civil Procedure (“Rule” or “Rules”) 8, 9(b), and 12(b)(6).
25 (See Tulco MTD; Underwriters MTD; FIGS MTD.) The Motions are fully briefed.4
26

4 (Omnibus Mem. ISO Opp’n (“Opp’n”), ECF No. 129; FIGS Reply, ECF No. 135; Tulco Reply,
27
ECF No. 137; Underwriters Reply, ECF. No. 139; FIGS Suppl. MTD, ECF No. 151; Tulco Suppl.
28 Mem. ISO MTD, ECF. No. 152; Pl. Suppl. Mem. ISO Opp’n, ECF No. 153; FIGS Suppl. Reply ISO
MTD, ECF No. 154.)
1 III. LEGAL STANDARD
2 A. Rule 12(b)(6) Generally
3 A court may dismiss a complaint under Rule 12(b)(6) for lack of a cognizable
4 legal theory or insufficient facts pleaded to support an otherwise cognizable legal
5 theory. Balistreri v. Pacifica Police Dep’t, 901 F.2d 696, 699 (9th Cir. 1988). To
6 survive a dismissal motion, a complaint need only satisfy the “minimal notice
7 pleading requirements” of Rule 8(a)(2). Porter v. Jones, 319 F.3d 483, 494 (9th Cir.
8 2003). Rule 8(a)(2) requires “a short and plain statement of the claim showing that
9 the pleader is entitled to relief.” The factual “allegations must be enough to raise a
10 right to relief above the speculative level.” Bell Atl. Corp. v. Twombly, 550 U.S. 544,
11 555 (2007); Iqbal, 556 U.S. at 678 (holding that a claim must be “plausible on its
12 face” to avoid dismissal).
13 The determination of whether a complaint satisfies the plausibility standard is a
14 “context-specific task that requires the reviewing court to draw on its judicial
15 experience and common sense.” Iqbal, 556 U.S. at 679. A court is generally limited
16 to the pleadings and must construe all “factual allegations set forth in the
17 complaint . . . as true and . . . in the light most favorable” to the plaintiff. Lee v. City
18 of Los Angeles, 250 F.3d 668, 679 (9th Cir. 2001). However, a court need not blindly
19 accept conclusory allegations, unwarranted deductions of fact, and unreasonable
20 inferences. Sprewell v. Golden State Warriors, 266 F.3d 979, 988 (9th Cir. 2001).
21 Ultimately, there must be sufficient factual allegations “to give fair notice and to
22 enable the opposing party to defend itself effectively,” and the “allegations that are
23 taken as true must plausibly suggest an entitlement to relief, such that it is not unfair
24 to require the opposing party to be subjected to the expense of discovery and
25 continued litigation.” Starr v. Baca, 652 F.3d 1202, 1216 (9th Cir. 2011).
26 Because Plaintiffs in this action allege that Defendants fraudulently violated
27 federal securities laws, Plaintiffs’ initial burden is heightened by the “dual pleading
28 requirements of [Rule] 9(b) and the [Private Securities Litigation Reform Act
1 (‘PSLRA’), 15 U.S.C. § 78u–4].” Zucco Partners, LLC v. Digimarc Corp., 552 F.3d
2 981, 990 (9th Cir. 2009).
3 B. Pleading Fraud Under Rule 9(b)
4 Rule 9(b) provides: “In alleging fraud or mistake, a party must state with
5 particularity the circumstances constituting fraud or mistake.” Fed. R. Civ. P. 9(b).
6 “A pleading satisfies Rule 9(b) if it identifies ‘the who, what, when, where, and how’
7 of the misconduct charged.” MetroPCS v. SD Phone Trader, 187 F. Supp. 3d 1147,
8 1150 (S.D. Cal. 2016) (citing Vess v. Ciba-Geigy Corp. USA, 317 F.3d 1097, 1106
9 (9th Cir. 2003)). The plaintiff must “set forth more than the neutral facts necessary to
10 identify the transaction.” Vess, 317 F.3d at 1106. “The plaintiff must set forth what is
11 false or misleading about a statement, and why it is false.” Id.
12 C. Pleading Requirements Under the PSLRA
13 Securities fraud claims must also meet a higher pleading standard under the
14 PSLRA. Specifically, a securities fraud plaintiff must plead “(1) each statement
15 alleged to have been misleading; (2) the reason or reasons why the statement is
16 misleading; and (3) all facts on which that belief is formed.” Desaigoudar v.
17 Meyercord, 223 F.3d 1020, 1023 (9th Cir. 2000) (citing 15 U.S.C. § 78u-4(b)(1)).
18 Plaintiffs must “state with particularity facts giving rise to a strong inference that the
19 defendant acted with the required state of mind.” Dura Pharms., Inc. v. Broudo,
20 544 U.S. 336, 345 (2005) (quoting 15 U.S.C. §§ 78u–4(b)(1)–(2)).
21 IV. JUDICIAL NOTICE
22 As a preliminary matter, the Court addresses Tulco’s, FIGS’s, and Plaintiffs’
23 separate requests for judicial notice.5 In total, the parties seek judicial notice of
24 twenty-two documents.6
25
5 (Tulco Req. Judicial Notice (“RJN”), ECF No. 119; FIGS RJN, ECF No. 125; Pl. RJN, ECF
26 No. 130; Decl. Gregory M. Potrepka ISO Pl. RJN (“Potrepka Decl. ISO Pl. RJN”), ECF No. 131; Pl.
Omnibus Opp’n RJN (“Pl. Opp’n RJN”), ECF No. 132; Tulco Reply ISO RJN, ECF No. 138; FIGS
27
Reply ISO RJN, ECF No. 141).
28 6 The sheer volume of documentation and the arguments in the motion papers suggest that the parties
may be mistreating the motions to dismiss as motions for summary judgement. For purposes of the
1 Although district courts generally may not consider evidence outside of the
2 pleadings when ruling on a motion to dismiss under Rule 12(b)(6), see Ritchie,
3 342 F.3d at 907–08, a court may properly consider evidence outside of the pleadings if
4 it is properly subject to judicial notice or is incorporated by reference into the
5 pleadings, Lee, 250 F.3d at 688–89.
6 A. Tulco’s Request for Judicial Notice
7 Tulco seeks judicial notice of three exhibits, (Tulco RJN 2–5), all of which the
8 Court judicially noticed in the January 2024 Order, (Order MTD 10–11). Plaintiffs
9 now raise objections to the Court accepting the third exhibit, Tulco’s Form 4, “to
10 demonstrate anything related to Tulco’s control over FIGS.” (Pl. Opp’n RJN 16.)
11 While the court may appropriately “take judicial notice of the content of the
12 SEC Forms 4 and the fact that they were filed with the agency[,] . . . [t]he truth of the
13 content, and the inferences properly drawn from them” are not subject to judicial
14 notice. Patel v. Parnes, 253 F.R.D. 531, 546 (C.D. Cal. 2008). Therefore, the Court’s
15 judicial notice of Tulco’s Form 4 does not include any assessment as to the truth of its
16 content or its inferences regarding Tulco’s control over FIGS. As the Court previously
17 granted judicial notice of these documents, and limits notice of the Form 4 to its
18 content and the fact of its filing, the Court DENIES AS MOOT Tulco’s request for
19 judicial notice.
20 B. FIGS’s Request for Judicial Notice
21 FIGS seeks judicial notice of eighteen documents. (FIGS RJN 2–4; Decl.
22 Heather Speers ISO MTD (“Speers Decl.”) Exs. A–R, ECF Nos. 126–129-9.) The
23 Court previously granted judicial notice of Exhibits A, C, D, E, G, H, I, K, M, N, O,
24
25

26 instant Motions, the Court treats any judicially noticed documents “as part of the complaint, and . . .
assume[s] its contents are true for the purposes of a motion to dismiss.” Ritchie, 342 F.3d at 908.
27
The Court does not make any factual determinations at this stage and considers only whether
28 Plaintiffs’ FAC sufficiently pleads “facts to state a claim to relief that is plausible on its face.”
Twombly, 550 U.S. at 570.
1 P, Q, and R. (Order MTD 10–11.) Plaintiffs oppose judicial notice of Exhibits B, F,
2 I, J, and L. (Pl. Opp’n RJN 4–17.)
3 1. Exhibits A, C, D, E, G, H, I, K, M, N, O, P, Q, and R
4 In the January 2024 Order, the Court judicially noticed Exhibits A, C, D, E, G,
5 H, I, K, M, N, O, P, Q, and R. (Order MTD 10–11.) Exhibits A, C, D, E, G, K, M, N,
6 O, P, Q, and R are also incorporated by reference in the FAC. (Speers Decl. ¶¶ 2, 4–6,
7 8, 12, 14–18 (listing all paragraphs in the FAC referencing each exhibit).) Exhibits C,
8 E, H, N, and P are SEC filings. These exhibits are therefore properly judicially
9 noticed or incorporated by reference.
10 Plaintiffs newly object to judicial notice of Exhibit I, FIGS’s January 2022
11 corporate presentation. (Pl. Opp’n RJN 13–14; see also Speers Decl. Ex. I.) “In
12 ruling on a motion to dismiss under the PSLRA, the court may take judicial notice of
13 information that was publicly available to reasonable investors at the time the
14 defendant made the allegedly false statements.” In re Wet Seal, Inc. Sec. Litig., 518 F.
15 Supp. 2d 1148, 1158 (C.D. Cal. 2007) (internal quotation marks omitted). The Court
16 may properly judicially notice Exhibit I, not for the truth of its contents, but “only
17 [for] the fact that the information contained in the presentation was available to
18 investors as of” January 2022. Garcia v. J2 Global, Inc., No. 2:20-cv-06096-FLA
19 (MAAx), 2021 WL 1558331, at *9 (C.D. Cal. Mar. 5, 2021). Accordingly, the Court
20 OVERRULES Plaintiffs’ objection to judicial notice of Exhibit I.
21 As the Court, in the January 2024 Order, properly judicially noticed and found
22 incorporated Exhibits A, C, D, E, G, H, I, K, M, N, O, P, Q, and R, the Court
23 DENIES AS MOOT FIGS’s request for judicial notice as to these exhibits.
24 2. Exhibits B, F, J, and L
25 Plaintiffs additionally object to judicial notice of the following newly requested
26 documents: (1) materials from FIGS’s March 5, 2021 board meeting (Exhibit B),
27 (2) materials from FIGS’s November 9, 2021 board meeting (Exhibit F), (3) materials
28 from FIGS’s March 7, 2022 board meeting (Exhibit J), and (4) materials from FIGS’s
1 May 10, 2022 board meeting (Exhibit L). (Pl. Opp’n RJN 4–13.) Although Plaintiffs
2 refer to the events at these board meetings extensively to form the basis for their
3 claims, (Speers Decl. ¶¶ 3, 7, 11, 13), they contest the authenticity and completeness
4 of the proffered exhibits, (Pl. Opp’n RJN 8–12). Judicial notice is appropriate only
5 when the facts are “not subject to reasonable dispute.” Fed. R. Evid. 201(b).
6 Similarly, “[t]he incorporation by reference doctrine applies only when a document is
7 central to plaintiff’s claim and no party questions its authenticity.” Gerritsen v.
8 Warner Bros. Ent., 112 F. Supp. 3d 1011, 1024 (C.D. Cal. 2015). As Plaintiffs dispute
9 the authenticity and completeness of these documents, the Court DENIES FIGS’s
10 request for judicial notice of Exhibits B, F, J, and L, and declines to consider these
11 exhibits as incorporated by reference.
12 C. Plaintiffs’ Request for Judicial Notice
13 Plaintiffs seek judicial notice of FIGS’s stock prices on September 16, 2021.
14 (Pl. RJN; Potrepka Decl. ISO Pl. RJN Ex. A, ECF No. 131-1.) This request is
15 unopposed and the Court “may take judicial notice of a company’s published stock
16 prices.” In re Homestore.com, Inc. Sec. Litig., 347 F. Supp. 2d 814, 816 (C.D. Cal.
17 2004). Therefore, the Court GRANTS Plaintiffs’ request for judicial notice.
18 V. DISCUSSION
19 Under the Securities Act, Plaintiffs assert three causes of action for violations
20 of: (1) Section 11 against FIGS, Hasson, Spear, Lawrence, Willhite, Antrum, Soenen,
21 Tulco, and the Underwriters; (2) Section 12(a)(2) against FIGS, Hasson, Spear, Tulco,
22 and the Underwriters; and (3) Section 15 against Hasson, Spear, Lawrence, Tulco, and
23 Willhite. (FAC ¶¶ 172–206.) Under the Exchange Act, Plaintiffs assert two causes of
24 action for violations of: (1) Section 10(b) against FIGS, Hasson, Spear, and
25 Turenshine; and (2) Section 20(a) against Hasson, Spear, Turenshine, Willhite, and
26 Tulco. (Id. ¶¶ 377–87.) Defendants move to dismiss all causes of action.
27
28
1 A. Violations of Sections 11 and 12(a)(2) of the Securities Act
2 Plaintiffs’ first and second causes of action under Sections 11 and 12(a)(2) arise
3 out of materially false or misleading statements or omissions allegedly contained in
4 FIGS’s Registration Statements. (Id. ¶¶ 172–200.) FIGS, Hasson, Spear, Lawrence,
5 Willhite, Antrum, Soenen, Tulco, and the Underwriters (collectively, the “Securities
6 Act Defendants”) move to dismiss Plaintiffs’ Sections 11 and 12(a)(2) claims for
7 failure to plead a material misrepresentation or omission. (FIGS MTD 13–23; Tulco
8 MTD 5–6, 8; Underwriters MTD 3.) Tulco and the Underwriters also move to dismiss
9 Plaintiffs’ Sections 11 and 12(a)(2) claims for lack of standing and lack of statutory
10 liability. (Tulco MTD 6–9; Underwriters MTD 3–8.)
11 Section 11 creates a private right of action for any purchaser of a security where
12 “any part of the registration statement, when such part became effective, contained an
13 untrue statement of a material fact or omitted to state a material fact required to be
14 stated therein or necessary to make the statements therein not misleading.” 15 U.S.C.
15 § 77k(a). Section 12 imposes civil liability on any person who “offers or sells a
16 security . . . by means of a prospectus or oral communication, which includes an
17 untrue statement of material fact or omits to state a material fact necessary in order to
18 make the statements . . . not misleading.” 15 U.S.C. § 77l(a)(2). “Sections 11 and
19 12(a)(2) are ‘Securities Act siblings’ with similar elements.” In re Velti PLC Sec.
20 Litig., No. 13-cv-03889-WHO, 2015 WL 5736589, at *31 (N.D. Cal. Oct. 1, 2015)
21 (quoting In re Morgan Stanley Info. Fund Sec. Litig., 592 F.3d 347, 359 (2d Cir.
22 2010)).
23 As the analyses of the Sections 11 and 12(a)(2) causes of action overlap, the
24 Court addresses them in tandem. The Court first considers the appropriate pleading
25 standard, then analyzes whether Plaintiffs sufficiently allege material
26 misrepresentations or omissions, statutory standing, and statutory liability.
27
28
1 1. Pleading Standard
2 As a preliminary matter, the parties disagree whether the pleading standard of
3 Rule 8(a) or 9(b) applies to Plaintiffs’ Securities Act claims. Securities Act
4 Defendants assert that Rule 9(b)’s heightened requirements apply because the FAC
5 sounds in fraud. (FIGS MTD 13; Tulco MTD 5, Underwriters MTD 3.) Plaintiffs
6 argue that the Securities Act claims are not grounded in fraud and are subject to
7 Rule 8(a)’s lesser notice pleading. (Opp’n 13.)
8 A plaintiff must “allege their claims with increased particularity under
9 [Rule] 9(b) if their complaint ‘sounds in fraud.’” Rubke v. Capitol Bancorp Ltd.,
10 551 F.3d 1156, 1161 (9th Cir. 2009) (quoting In re Daou Sys., 411 F.3d at 1027)).
11 Determining if a complaint “sounds in fraud” requires “a close examination of the
12 language and structure of the complaint, whether the complaint alleges a unified
13 course of fraudulent conduct and relies entirely on that course of conduct as the basis
14 of a claim.” Id. (internal quotation marks omitted).
15 Here, the Court previously found the CAC sounds in fraud. (Order MTD 28.)
16 As in the CAC, the material misstatement allegations in the FAC continue to rely on a
17 unified course of conduct concerning FIGS’s statements about: (1) FIGS’s reliance on
18 data analytics, which Plaintiffs assert FIGS “did not have or was not using,” (FAC
19 ¶¶ 149, 168, 257, 260, 264, 269); (2) FIGS’s focus on nondiscretionary and
20 replenishment-driven core product strategy, which Plaintiffs assert was actually based
21 on Hasson and Spear’s “personal taste or judgment” and rapid development, (id.
22 ¶¶ 149, 168, 276, 279, 284, 287, 291); and (3) FIGS’s use of expensive airfreight,
23 which Plaintiffs allege was used routinely to accommodate Hasson and Spear’s “last
24 minute changes” to orders and designs, (id. ¶¶ 156, 171, 295, 300, 304, 307).
25 Plaintiffs argue that the Securities Act and Exchange Act claims “do not overlap at all”
26 because the Exchange Act claims concern statements made after FIGS issued the
27 Registration Statements. (Opp’n 13–14.) However, Plaintiffs cannot “scissor out a
28 non-fraud claim from the center of [a] unified course of conduct in order to evade the
1 Rule 9(b) requirement.” In re Metricom Sec. Litig., No. C 01-4085 PJH, 2004 WL
2 966291, at *24 (N.D. Cal. Apr. 29, 2004). The gravamen of Plaintiffs’ FAC sounds in
3 fraud.
4 The heightened pleading standard of Rule 9(b) therefore applies to Plaintiffs’
5 Securities Act claims against FIGS, Hasson, and Spear because the fraud-based
6 Exchange Act and Securities Act claims against them rely on a unified course of
7 fraudulent conduct. See Rubke, 551 F.2d at 1161 (finding a complaint sounds in fraud
8 when it “employs the exact same factual allegations to allege violations of section 11
9 as it uses to allege fraudulent conduct under section 10(b) of the Exchange Act.”).
10 In contrast, Plaintiffs do not assert fraud-based Exchange Act claims against
11 Lawrence, Willhite, Antrum, Soenen, Tulco, and the Underwriters. The factual
12 allegations and claims made against these Defendants are instead rooted in negligence.
13 While allegations of fraudulent conduct must satisfy Rule 9(b), “[a]llegations of non-
14 fraudulent conduct need satisfy only the ordinary notice pleading standards of
15 Rule 8(a).” Vess, 317 F.3d at 1105. Thus, the Securities Act claims against Lawrence,
16 Willhite, Antrum, Soenen, Tulco, and the Underwriters need only satisfy the notice
17 pleading standard under Rule 8(a).
18 2. Misrepresentation or Omission of Material Fact
19 In the January 2024 Order, the Court dismissed Plaintiffs’ Section 11 and
20 Section 12(a)(2) claims for failure to show why the statements were false and
21 misleading. (Order MTD 28–31, 34–35.) To attempt to cure the deficiencies,
22 Plaintiffs add new factual allegations from confidential witness statements and board
23 meeting materials. (See FAC ¶¶ 140–71.)
24 Under Section 11, a plaintiff must plead facts proving: “(1) that the registration
25 statement contained an omission or misrepresentation, and (2) that the omission or
26 misrepresentation was material, that is, it would have misled a reasonable investor
27 about the nature of his or her investment.” Rubke, 551 F.3d at 1161 (quoting In re
28 Daou Sys., Inc. Sec. Litig., 411 F.3d 1006, 1027 (9th Cir. 2005)). “By definition, a
1 plaintiff must show that a purported misstatement in a registration statement was
2 misleading at the time the registration statement was issued.” In re: Resonant Inc.
3 Sec. Litig., No. 2:15-cv-01970 SJO (PJWx), 2016 WL 1737959, at *7 (C.D. Cal.
4 Feb. 8, 2016). Similarly, “[a] claim under section 11 based on the omission of
5 information must demonstrate that the omitted information existed at the time the
6 registration statement became effective.” Rubke, 551 F.3d at 1164. “The
7 ‘misstatement or omission’ requirement under Section 12(a)(2) is materially identical
8 to that under Section 11.” In re Velti PLC, 2015 WL 5736589, at *31.
9 Here, FIGS’s Registration Statements allegedly misrepresented that: (1) FIGS
10 maintained a low-risk product line because FIGS possessed data analytics capabilities
11 that permitted FIGS to “reliably predict buying patterns” and “anticipate demand,”
12 (FAC ¶¶ 141–43, 146–47, 162–63, 165–67); (2) FIGS maintained low risk inventory
13 because FIGS kept “a focus on [its] core scrub offerings” and “utilize[d] a disciplined
14 buying approach,” (id. ¶¶ 144–45, 164); and (3) FIGS utilized more expensive air
15 freight due to factors beyond FIGS’s control, (id. ¶¶ 154–55, 169–70). Plaintiffs rely
16 heavily on the statements of confidential witnesses to show that the above statements
17 are false.
18 The Court first considers the adequacy of the confidential witness statements,
19 then analyzes whether Plaintiffs sufficiently allege material misrepresentations or
20 omissions under Rules 9(b) and 8(a).
21 a. Confidential Witnesses
22 The FAC adds statements from two confidential witnesses to show the alleged
23 misstatements were false and misleading. (Id. ¶¶ 14–36.) “[C]onfidential witness
24 statements may only be relied upon where the confidential witnesses are described
25 ‘with sufficient particularity to support the probability that a person in the position
26 occupied by the source would possess the information alleged.’” Zucco, 552 F.3d
27 at 995. To determine whether a plaintiff adequately pleads that confidential witnesses
28 have personal knowledge of the event they report, “the court considers the level of
1 detail provided by the confidential witnesses, the plausibility of the allegations, the
2 number of sources, the reliability of the sources, corroborating facts, and similar
3 indicia of reliability.” Glazer Cap. Mgmt., L.P. v. Forescout Techs., Inc., 63 F.4th
4 747, 767 (9th Cir. 2023).
5 Confidential Witness 1 (“CW-1”) joined FIGS in 2023 and “worked within the
6 Information Technology (‘IT’) Department.” (FAC ¶ 15.) Plaintiffs rely on CW-1’s
7 statements to show that FIGS’s data systems and demand planning infrastructure was
8 not as “advanced” as FIGS represented in its Registration Statements. (Id.¶¶ 16–23.)
9 But FIGS did not employ CW-1 until 2023, after FIGS made the alleged
10 misstatements and omissions in 2021 and 2022. (See id. ¶¶ 1, 249–307 (alleging
11 misstatements in the Registration Statements issued in 2021 and in subsequent SEC
12 filings and earnings calls in 2022).) Accordingly, Plaintiffs fail to adequately show
13 how CW-1 possesses the information alleged for the relevant period, as CW-1 did not
14 occupy any position at FIGS when the misstatements were allegedly made. See, e.g.,
15 Zucco, 552 F.3d. at 996 (finding allegations from two confidential witnesses
16 unreliable because they were not employed during the time period in question and had
17 only secondhand information).
18 Confidential Witness 2 (“CW-2”) worked as a Product Developer at FIGS from
19 August 2020 to February 2023. (FAC ¶ 24.) CW-2 reported to the Head of Product
20 Development and, upon receiving product orders from the merchandising team,
21 worked on the product orders and communicated with the manufacturing factories.
22 (Id. ¶ 25.) Plaintiffs rely on CW-2’s statements to show that FIGS lacked a demand
23 planning system, Spear’s and Hasson’s personal preferences resulted in last-minute
24 changes in product launches, and the last-minute changes resulted in reliance on
25 expensive air freight usage. (Id. ¶¶ 29–36.) However, many of CW-2’s statements, as
26 pleaded, are opinion, speculation, or based on hearsay rather than personal
27 knowledge—i.e. CW-2 “would be told Hasson ‘hates the fabrics, or the color,’” (id.
28 ¶ 29 (emphasis added)), CW-2 “view[ed] that product development at FIGS was based
1 on intuition rather than data,” (id. ¶ 35 (emphasis added)), and “changes from Hasson
2 or Spear seemed to be based on their own personal taste or judgment rather than data,”
3 (id. (emphasis added)). Such statements are not reliable. See Zucco, 552 F.3d at 997
4 (finding knowledge based on “vague hearsay” insufficiently reliable); In re Downey
5 Sec. Litig., No. 2:08-cv-03261-JFW (RZx), 2009 WL 2767670, at *10 (C.D. Cal.
6 Aug. 21, 2009) (finding statements “based on mere rumor and speculation”
7 unreliable). Further, Plaintiffs fail to show how CW-2 was positioned to know the
8 alleged information—CW-2 was a Product Developer who did not work in FIGS’s
9 data analytics, demand planning, or logistics teams, yet CW-2 makes statements
10 regarding FIGS’s data system capabilities and efforts; FIGS’s lack of a Product
11 Lifecycle Management system to predict buying patterns and demand; and FIGS’s
12 unreasonable usage of air freights. (FAC ¶¶ 31–32, 34–36.)
13 Therefore, after eliminating CW-2’s statements based on opinion, speculation,
14 and hearsay, and disregarding CW-2’s statements unsupported by personal
15 knowledge, the Court relies on CW-2’s statements in the analysis below only to the
16 extent they concern product launches and product development, subjects which
17 Plaintiffs adequately allege CW-2’s personal knowledge.
18 b. Rule 9(b) Defendants
19 As mentioned, Plaintiffs’ Section 11 claims against FIGS, Hasson, and Spear
20 are grounded in fraud such that Rule 9(b)’s heightened pleading standard applies. See
21 Rubke, 551 F.3d at 1161. Under this heighted pleading requirement, Plaintiffs must
22 point “to inconsistent contemporaneous statements or information (such as internal
23 reports) which were made by or available to the defendants” to show “what is false or
24 misleading about a statement, and why it is false.” Id.
25 Plaintiffs fail to plead why FIGS’s statements regarding its data analytics tools
26 and capabilities were false. In its Registration Statements, FIGS allegedly touted that
27 its data solutions and analytics can deliver customer insights, predict buying patterns,
28 and lead efficiencies in supply chain and new product development. (FAC ¶¶ 141–43,
1 146–47. 162–63, 165–67.) To establish these statements are false, Plaintiffs rely on
2 the statements of CW-1 and CW-2. (Id. ¶¶ 149, 168.) But, as described above,
3 Plaintiffs fail to show these confidential witness statements are reliable or based on
4 personal knowledge. Therefore, these allegations are insufficient to show falsity.
5 Similarly, Plaintiffs fail to show FIGS’s statements regarding its shipping
6 arrangements are false and misleading. In the Registration Statements, FIGS
7 allegedly stated that its “ability to receive inventory efficiently . . . may be negatively
8 affected by factors beyond [FIGS’s] control” and it “may from time to time need to
9 continue to use more expensive air freight.” (Id. ¶¶ 155, 169–70.) Plaintiffs assert
10 these statements are materially false because FIGS’s increased use of air freight was
11 not due to reasons beyond FIGS’s control, but rather due to Hasson’s and Spear’s last-
12 minute design changes. (Id. ¶ 171.) Plaintiffs rely on CW-2’s statements to show that
13 last-minute changes “one hundred percent affected the need to use air freight.” (Id.
14 ¶ 156.) However, CW-2 lacks personal knowledge of FIGS’s shipping and logistics
15 operations, and CW-2’s statements regarding Hasson’s and Spear’s last-minute
16 changes are unreliably based on speculation and hearsay. Thus, Plaintiffs fail to show
17 that FIGS’s shipping arrangement statements are materially false and misleading.
18 FIGS’s statements regarding its air freight usage, (see id. ¶ 154), is also not
19 false or misleading. FIGS allegedly misled investors to believe FIGS increased air
20 freight was “temporary” when FIGS announced in its IPO that it “increased the use of
21 more costly air freight during 2020 and during the three months ended March 31,
22 2021.” (Id.) However, this statement is not materially misleading because it
23 accurately disclosed the state of FIGS’s air freight use during the period specified.
24 Brody v. Transitional Hosps. Corp., 280 F.3d 997, 1006 (9th Cir. 2002) (holding that a
25 statement is misleading and actionable under securities law if “it affirmatively
26 create[s] an impression of a state of affairs that differs in a material way from the one
27 that actually exists”).
28
1 Likewise, Plaintiffs inadequately plead that FIGS’s statements regarding its
2 ability to maintain low inventory were materially false at the time of the IPO and SPO.
3 In the Registration Statements, FIGS stated it maintained “low inventory risk” and
4 “inventory efficiency” by focusing on its core scrub offerings and utilizing a
5 disciplined buying approach for its non-core colors and styles. (FAC ¶¶ 144–45, 148,
6 164.) To show these statements are false, Plaintiffs allege that during FIGS’s
7 March 2021 board meeting, before the Registration Statements were issued, FIGS’s
8 board identified low sell-through rates of non-core products that resulted in excess
9 leftover inventory. (Suppl. FAC ¶¶ 149, 168.) But the alleged misstatements touted
10 FIGS’s ability to maintain low inventory risk, not low inventory in general. FIGS’s
11 board meeting discussion about increased inventory resulting from poor sales does not
12 show FIGS departed from its “disciplined buying approach” or focus on core scrub
13 offerings. Plaintiffs fail to satisfy their burden as to these statements.
14 Accordingly, the Court GRANTS Defendants’ Motions on these grounds and
15 DISMISSES WITH PREJUDICE Plaintiffs’ claims based on the statement
16 regarding FIGS’s air freight use in 2020 and March 2021, because this statement is
17 true and not actionable. (Id. ¶ 154.) The Court DISMISSES WITH LEAVE TO
18 AMEND Plaintiffs’ remaining Section 11 and 12(a)(2) claims for failure to plead a
19 material misstatement or omission under Rule 9(b).
20 c. Rule 8(a) Defendants
21 The Court next considers whether Plaintiffs adequately plead that Lawrence,
22 Antrum, Soenen, Tulco, Willhite, and the Underwriters made material misstatements
23 or omissions under Rule 8(a)’s “short and plain statement” standard. To do so, the
24 Court “must strip away the allegations that sound in fraud and see if the remaining
25 allegations state a claim.” In re Countrywide Fin. Corp. Sec. Litig., 588 F. Supp. 2d.
26 1132, 1162 (C.D. Cal. 2008). Rule 8 requires each allegation to be “simple, concise,
27 and direct.” Fed. R. Civ. P. 8(d)(1). However, Plaintiffs’ allegations are deficient
28 even under the “short and plain statement” standard.
1 First, Plaintiffs’ allegations are neither short nor plain. The FAC recites lengthy
2 statements attributed to the Registration Statement, followed by a generalized list of
3 reasons why the statements are false or misleading. For example, in the FAC,
4 Plaintiffs allege eight material misstatements or omissions under the section titled
5 “FIGS Did Not Maintain Low Inventory Risk Because the Company Could Not
6 Reliably Predict Buying Patterns and Was Rapidly Developing New Products for
7 Which Demand Had Not Been Tested or Established.” (FAC ¶¶ 141–48.) The eight
8 statements in this section consist of lengthy paragraphs with selectively bolded and
9 italicized sentences. (Id.) The statements also vary in context, with some statements
10 attributing FIGS’s ability to maintain low inventory risk to FIGS’s merchandising and
11 product launch model, and other statements attributing it to FIGS’s ability to predict
12 demand. (Id.) Yet, Plaintiffs provide a generalized list of reasons why all eight
13 statements are false. (See id. ¶ 149.) Some of these reasons include irrelevant
14 discussions about FIGS’s use of airfreight. (Id. ¶ 149(e).) As pleaded, the Court
15 cannot discern which fact makes which part of specific statements false or misleading.
16 The FAC thus fails to comply with Rule 8’s requirement of a “short and plain
17 statement.” Fed. R. Civ. P. 8(a)(1).
18 Additionally, the FAC fails to cure the “conflicting information” noted by the
19 Court in the January 2024 Order. (Order MTD 30.) Plaintiffs initially allege
20 Lawrence, Willhite, Antrum, and Soenen “had the opportunity to and did review,
21 approve, and sign” the Registration Statements. (FAC ¶¶ 47, 49–51.) Plaintiffs later
22 allege that “Lawrence, Willhite, Antrum, and Soenen signed some or all of the IPO
23 Documents.” (Id. ¶ 179 (emphasis added).) The Court, once more, requires Plaintiffs
24 to clarify these inconsistencies regarding the Defendants’ involvement with the
25 Registration Statements.
26 The Court thus GRANTS Defendants’ Motions and DISMISSES WITH
27 LEAVE TO AMEND Plaintiffs’ Section 11 and 12(a)(2) claims against Lawrence,
28 Antrum, Soenen, Tulco, Willhite, and the Underwriters for failure to satisfy Rule 8(a).
1 3. Statutory Standing
2 Tulco and the Underwriters next challenge Plaintiffs’ standing under
3 Sections 11 and 12(a)(2). (Tulco MTD 7–8; Underwriters MTD 3–4, 6–8.)
4 a. Section 11 Standing
5 Regarding Plaintiffs’ Section 11 claims, Tulco and the Underwriters contend
6 Plaintiffs lack Section 11 standing to assert claims stemming from the SPO because
7 Plaintiffs fail to trace their shares to the SPO. (Tulco MTD 7–8; Underwriters
8 MTD 3–4.)
9 To establish standing under Section 11, “a plaintiff must have purchased stock
10 in the offering at issue, or trace later-purchased stock back to that offering.” Scott v.
11 ZST Digit. Networks, Inc., 896 F. Supp. 2d 877, 883 (C.D. Cal. 2012) (quoting Plichta
12 v. SunPower Corp., 790 F. Supp. 2d 1012, 1022 (N.D. Cal. 2011)). Allegations that a
13 plaintiff purchased “shares directly in the secondary offering itself” can satisfy
14 statutory standing. In re Century Aluminum Co. Sec. Litig., 729 F.3d 1104, 1106
15 (9th Cir. 2013).
16 Here, Plaintiffs do not allege that Hoch, City of Pensacola, City of Warren, and
17 Kissimmee purchased stocks pursuant to or traceable to the SPO. (See FAC ¶¶ 38, 41,
18 184.) In their Opposition, Plaintiffs provide no substantive response or explanation
19 for their failure to trace Hoch’s, City of Pensacola’s, and Kissimmee’s stocks to the
20 SPO. (See Opp’n 24–25); see also Star Fabrics, Inc. v. Ross Stores, Inc., No. 2:17-cv-
21 05877-PA (PLAx), 2017 WL 10439691, at *3 (C.D. Cal. Nov. 20, 2017) (“Where a
22 party fails to oppose arguments made in a motion, a court may find that the party has
23 conceded those arguments . . . .”). Plaintiffs do, however, assert in its opposition that
24 City of Warren “purchased FIGS common stock in the IPO and SPO, respectively.”
25 (Opp’n 24.) But this allegation is conclusory and lacks any facts showing City of
26 Warren purchased stocks traceable to the SPO. Accordingly, Hoch, City of Pensacola,
27 City of Warren, and Kissimmee lack standing to assert Section 11 claims based on the
28 SPO.
1 On the other hand, Plaintiffs adequately allege that “Pompano Beach purchased
2 FIGS Class A common stock . . . from an Underwriter Defendant in the SPO at the
3 $40.25 SPO price.” (FAC ¶ 42.) This is sufficient to show that Pompano Beach has
4 standing to assert a Section 11 claim based on the SPO. See In re Century Aluminum,
5 729 F.3d at 1106; see also In re CytRx Corp. Sec. Litig., No. 2:14-cv-1956-GHK
6 (PJWx), 2015 WL 5031232, at *15 (C.D. Cal. July 13, 2015) (holding that plaintiffs
7 met their burden as to Section 11 standing when they alleged that they “purchased
8 shares during the offering period at the secondary offering price”).
9 Accordingly, the Court GRANTS IN PART and DENIES IN PART Tulco and
10 the Underwriters’ Motions on these grounds. In light of Plaintiffs failure to oppose
11 dismissal of Hoch, City of Pensacola, and Kissimmee for lack standing as to the SPO,
12 the Court DISMISSES WITHOUT LEAVE TO AMEND Hoch’s, City of
13 Pensacola’s and Kissimmee’s Section 11 claims based on the SPO. See Muller v.
14 Morongo Casino, Resort, & Spa, No. 5:14-cv-02308-VAP (KKx), 2015 WL 3824160,
15 at *5 (C.D. Cal. June 17, 2015) (holding plaintiff’s failure to oppose an argument
16 amounted to concession of that argument). Considering Plaintiffs’ opposing argument
17 that City of Warren purchased stocks in the SPO, the Court DISMISSES WITH
18 LEAVE TO AMEND City of Warren’s Section 11 claims.
19 b. Section 12(a)(2) Standing
20 The Underwriters also argue that Hoch, City of Pensacola, and Kissimmee lack
21 standing under Section 12(a)(2). (Underwriters MTD 6–8.) Plaintiffs do not oppose
22 this argument. (See Opp’n 24–26.)
23 “[A] suit under Section 12 may only be maintained by a person who purchased
24 the stock in the offering under the prospectus.” Hertzberg v. Dignity Partners, Inc.,
25 191 F.3d 1076, 1080 (9th Cir. 1999) (citing Gustafson v. Alloyd Co., Inc., 513 U.S.
26 561, 571–72 (1995)); see also In re CytRx Corp., 2015 WL 5031232, at 14 (collecting
27 cases). Here, Plaintiffs allege that Hoch, City of Pensacola, and Kissimmee
28 “purchased FIGS Class A common stock pursuant and/or traceable to the IPO.” (FAC
1 ¶¶ 38–39, 41.) “Such wishy-washy allegations are insufficient to demonstrate that
2 Plaintiffs have Section 12 standing—either [Plaintiffs] purchased shares directly from
3 one of the Section 12 Defendants in the [Offering] or they did not.” In re CytRx
4 Corp., 2015 WL 5031232, at 14. Therefore, Hoch, City of Pensacola, and Kissimmee
5 lack standing under Section 12(a)(2).
6 As the allegations are insufficient to support Section 12(a)(2) standing and
7 Plaintiffs concede the point by failing to address this argument in their opposition, see
8 Muller, 2015 WL 3824160, at *5, the Court GRANTS the Underwriters’ Motion on
9 this basis and DISMISSES WITHOUT LEAVE TO AMEND Hoch’s, City of
10 Pensacola’s, and Kissimmee’s Section 12(a)(2) claims.
11 4. Section 11 Statutory Liability
12 Tulco also argues it is not subject to statutory liability under Section 11. (Tulco
13 MTD 6–8.) Plaintiffs contend that Tulco is liable under the doctrine of respondeat
14 superior and as a “partner in the issuer.” (Opp’n 26–27.)
15 Section 11(a) sets forth a list of persons that may be sued for issuing a false
16 registration statement. 15 U.S.C. § 77k(a). This list includes: (1) “every person who
17 signed the registration statement,” (2) “every person who was a director of . . . or
18 partner in the issuer at the time of the filing of the part of the registration statement
19 with respect to which his liability is asserted,” (3) “every person who, with his
20 consent, is named in the registration statement as being or about to become a
21 director . . . or partner,” (4) “every accountant, engineer, or appraiser, or any person
22 whose profession gives authority to a statement made by him, who has with his
23 consent been named as having prepared or certified any part of the registration
24 statement,” and (5) “every underwriter with respect to such security.” Id.
25 Absent from Plaintiffs’ Section 11 claims are any allegations specifying how
26 Tulco may be liable under Section 11(a). (See¶¶ 172–86.) In their opposition,
27 Plaintiffs assert that Tulco is liable under the doctrine of respondeat superior and as a
28 “partner in the issuer” at the time of the IPO. (Opp’n 26–27.) But the Court cannot
1 consider these arguments because they were not alleged in the FAC. See Schneider v.
2 Cal. Dep’t of Corr., 151 F.3d 1194, 1197 n.1 (9th Cir. 1998) (“In determining the
3 proprietary of a Rule 12(b)(6) dismissal, a court may not look beyond the complaint to
4 a plaintiff’s moving papers, such as a memorandum in opposition to a defendant’s
5 motion to dismiss.”).
6 Accordingly, the Court GRANTS Tulco’s Motion on these grounds and
7 DISMISSES WITH LEAVE TO AMEND Plaintiffs’ Section 11 claims against
8 Tulco.
9 5. Section 12(a)(2) Liability as a Statutory Seller
10 Tulco and the Underwriters next argue that they are not statutory sellers because
11 Plaintiffs do not specify a particular purchaser or plead solicitation. (Tulco MTD 8–9;
12 Underwriters MTD 4–6.) On this basis, Tulco and the Underwriters move to dismiss
13 the Section 12(a)(2) claims against them.
14 Under Section 12(a)(2), liability is limited “to two narrow classes of
15 defendants: (1) immediate sellers (‘remote purchasers are precluded from bringing
16 actions against remote sellers’); and (2) those who solicit purchases to serve their
17 ‘own financial interests or those of the securities owner.’” Maine State Ret. Sys.,
18 2011 WL 4389689, at *9 (quoting In re Countrywide, 588 F. Supp. 2d. at 1183). To
19 adequately establish liability under Section 12(a)(2), “a plaintiff must allege that the
20 defendants did more than simply urge another to purchase a security; rather, the
21 plaintiff must show that the defendants solicited purchase of the securities for their
22 own financial gain.” In re Daou Sys., 411 F.3d at 1029. A solicitation “appl[ies]
23 various mechanisms to ‘urge or persuade’ another to buy a particular security.” In re
24 Genius Brands Int’l, Inc. Sec. Litig., 97 F. 4th 1171, 1182 (9th Cir. 2024) (finding
25 defendants solicited the purchase of securities by disseminating articles); see also
26 Pino v. Cardone Cap., LLC, 55 F.4th 1253, 1260 (9th Cir. 2022) (finding defendants
27 solicited investors by posting on social media).
28
1 Plaintiffs do not plausibly allege that Tulco is a statutory seller under
2 Section 12. The allegations show that Tulco solicited purchasers by participating in
3 the preparation of or signing the Registration Statements. (FAC ¶ 192.) However,
4 mere participation is insufficient. See Pinter v. Dahl, 486 U.S. 622, 650 (1988)
5 (holding that Section 12’s “failure to impose express liability for mere
6 participation . . . suggests that Congress did not intend that the section impose liability
7 on participants collateral to the offer or sale.”); see also Maine State Ret. Sys.,
8 2011 WL 4389689, at *10 (requiring allegations of direct solicitation).
9 Conversely, Plaintiffs adequately plead that the Underwriters are statutory
10 sellers for purposes of Section 12(a)(2). Here, Plaintiffs plead that the Underwriters
11 sold, offered, or solicited purchase in the IPO and SPO through the Registration
12 Statements and some Underwriters published analyst reports and coverage notes with
13 a rating of “Buy.” (FAC ¶¶ 153, 158–60.) Plaintiffs further allege that the
14 Underwriters were paid discounts and commissions for the IPO and SPO. (Id. ¶¶ 63–
15 64.) These allegations raise a plausible inference that the Underwriters solicited
16 buyers through the published reports and coverage notes, for their own financial gain.
17 Accordingly, the Court GRANTS Tulco’s Motion on these grounds and
18 DISMISSES WITH LEAVE TO AMEND Plaintiffs’ Section 12(a)(2) claims against
19 Tulco. The Court DENIES the Underwriters’ Motion as to this basis.
20 B. Violation of Section 15 of the Securities Act
21 In their third cause of action, Plaintiffs allege Hasson, Spear, Lawrence, Tulco,
22 and Willhite are liable under Section 15 for material misrepresentations and omissions
23 in the Registration Statements as control persons of FIGS. (FAC ¶¶ 204–05.) FIGS
24 and Tulco move to dismiss the Section 15 claim for failure to plead a primary
25 violation under Sections 11 and 12(a)(2). (FIGS MTD 2, Tulco MTD 10.)
26 Section 15 imposes secondary liability on someone who “controls” any person
27 who is liable for a primary violation under either Section 11 or Section 12(a)(2). See,
28 e.g., In re ZZZZ Best Sec. Litig., No. 87-cv-3574-RSWL (Bx), 1994 WL 746649, at *6
1 (C.D. Cal. Oct. 26, 1994). Section 15 imposes “controlling person” liability that
2 cannot survive absent a primary violation. See, e.g., In re Rigel Pharms., Inc. Sec.
3 Litig., 697 F.3d 869, 886 (9th Cir. 2012) (“Section 20(a) and section 15 both require
4 underlying primary violations of the securities laws.” (citing 15 U.S.C. §§ 77o,
5 78t(a))). Because, as explained above, Plaintiffs fail to plead violations of Sections 11
6 and 12(a)(2), the Court GRANTS Defendants’ Motions and DISMISSES WITH
7 LEAVE TO AMEND Plaintiffs’ Section 15 claims as well.
8 C. Violation of Section 10(b) of the Exchange Act
9 Plaintiffs assert their fourth cause of action against FIGS, Hasson, Spear, and
10 Turenshine (collectively, the “Exchange Act Defendants”) for material misstatements
11 made in conference calls, earnings calls, and SEC filings during the Class Period.
12 (FAC ¶¶ 251–307.) Exchange Act Defendants renew their argument that Plaintiffs fail
13 to plead falsity, scienter, and loss causation. (FIGS MTD 23–34; Tulco MTD 13.) As
14 Plaintiffs’ scienter allegations remain inadequate, the Court addresses only new
15 scienter allegations in the FAC and declines to address Exchange Act Defendants’
16 arguments regarding falsity and lost causation.
17 Section 10(b) of the Securities and Exchange Act of 1934 makes it unlawful
18 “[t]o use or employ, in connection with the purchase or sale of any security . . . any
19 manipulative or deceptive device or contrivance in contravention of such rules and
20 regulations as the Commission may prescribe.” 15 U.S.C. § 78j(b). Pursuant to this
21 section, the SEC promulgated rule 10b-5 (“Rule 10b-5”), which makes it unlawful, in
22 connection with the purchase or sale of any security:
23 (a) To employ any device, scheme, or artifice to defraud,
24 (b) To make any untrue statement of a material fact or to omit to state a
material fact necessary in order to make the statements made . . . not
25
misleading, or
26 (c) To engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon any person . . . .
27
28 17 C.F.R. § 240.10b-5.
1 To establish a claim under Section 10(b), a plaintiff must prove the following
2 elements: “(1) a material misrepresentation or omission by the defendant; (2) scienter;
3 (3) a connection between the misrepresentation or omission and the purchase or sale
4 of a security; (4) reliance upon the misrepresentation or omission; (5) economic loss;
5 and (6) loss causation.” Stoneridge Inv. Partners, LLC v. Sci.-Atlanta, Inc., 552 U.S.
6 148, 157 (2008).
7 To successfully allege “scienter” under the PSLRA, a plaintiff must “state with
8 particularity facts giving rise to a strong inference that the defendant acted with the
9 required state of mind.” 15 U.S.C. § 78u-4(b)(2)(A). A “strong inference” under this
10 section “must be more than merely plausible or reasonable—it must be cogent and at
11 least as compelling as any opposing inference of nonfraudulent intent.” Tellabs, Inc.
12 v. Makor Issues & Rights, 551 U.S. 308, 314 (2007). “In [the Ninth C]ircuit, the
13 required state of mind is a mental state that not only covers intent to deceive,
14 manipulate, or defraud, but also deliberate recklessness.” E. Ohman J:or Fonder AB
15 v. NVIDIA Corp., 81 F.4th 918, 937 (9th Cir. 2023) (quoting In re Quality Sys., Inc.
16 Sec. Litig., 865 F.3d 1130, 1144 (9th Cir. 2017)). Thus, a defendant acts with the
17 required state of mind, or scienter, only if she makes “false or misleading statements
18 either intentionally or with deliberate recklessness.” In re Daou Sys., 411 F.3d
19 at 1015. “[D]eliberate recklessness is ‘an extreme departure from the standards of
20 ordinary care . . . which presents a danger of misleading buyers or sellers that is either
21 known to the defendant or is so obvious that the actor must have been aware of it.’”
22 Schueneman v. Arena Pharms., Inc., 840 F.3d 698, 705 (9th Cir. 2016) (alteration in
23 original) (quoting Zucco, 552 F.3d at 991).
24 When analyzing the sufficiency of a plaintiff’s scienter pleadings, a court must
25 first “determine whether any of the allegations, standing alone, are sufficient to create
26 a strong inference of scienter.” N.M. State Inv. Council v. Ernst & Young, 641 F.3d
27 1089, 1095 (9th Cir. 2011) (quoting Zucco, 552 F.3d at 991–92). Second, “if no
28 individual allegation is sufficient . . . the court [must] conduct a ‘holistic’ review of
1 the same allegations to determine whether the insufficient allegations combine to
2 create a strong inference of intentional conduct or deliberate recklessness.” Id.
3 The FAC’s scienter allegations remain largely identical to the allegations in the
4 CAC. Plaintiffs attempt to cure the previously identified deficiencies by adding the
5 following allegations: (1) confidential witness statements, (FAC ¶¶ 315, 329–37);
6 (2) Exchange Act Defendants’ access to data through management systems and
7 e-commerce platforms like Flexport, Whiplash, and Shopify, (id. ¶¶ 323–25);
8 (3) Hasson’s, Spear’s, and Turenshine’s involvement in core operations by attending
9 board meetings, (id. ¶¶ 317, 345); and (4) board discussions during FIGS’s March 7,
10 2022 and May 10, 2022 board meetings, (id. ¶¶ 349–50).
11 1. Confidential Witnesses
12 Plaintiffs claim CW-1’s and CW-2’s statements confirm Exchange Act
13 Defendants knew or recklessly disregarded that FIGS lacked sophisticated demand
14 planning tools. (Opp’n 37; see also FAC ¶¶ 329–37.) But, as discussed above,
15 Plaintiffs fail to establish CW-1’s and CW-2’s personal knowledge regarding FIGS’s
16 demand planning tools and data capabilities. Plaintiffs plead no facts showing how
17 CW-1, who did not join FIGS until 2023, used or had access to FIGS’s demand
18 planning and data analytics tools during the Class Period. Likewise, Plaintiffs fail to
19 support that CW-2, a Product Designer, had personal knowledge about the breadth of
20 FIGS’s demand planning and data analytics systems. Statements from confidential
21 witnesses who are “simply not positioned to know the information alleged,” are not
22 sufficient to raise a strong inference of scienter. Zucco, 552 F.3d at 996.
23 Accordingly, the Court does not find a strong inference of scienter based on the
24 confidential witness statements.
25 2. Access to Data
26 Next, Plaintiffs attempt to cure their previously deficient allegations under the
27 “access to data” theory of scienter. (See Order MTD 16–18.) Under this theory,
28 Plaintiffs again point to FIGS’s access to management systems and e-commerce tools
1 such as Flexport, Whiplash, and Shopify to show that Exchange Act Defendants had
2 data that contradicted their public statements. (FAC ¶¶ 323–24.) These tools
3 purportedly gave FIGS relevant data on “inventory ramp downs, supply chain
4 challenges, and freighting decisions.” (Opp’n 39.) However, these allegations fare no
5 better.
6 In the January 2024 Order, the Court specifically held that Plaintiffs’ data
7 allegations were insufficient when “Plaintiffs fail to identify any uncontroverted data,
8 inconsistent with FIGS’s public statement, that Hasson or Spear learned from these”
9 tools. (Order MTD 17.) Plaintiffs fail once more to do so. The allegations in the
10 FAC under the “access to data” theory remain identical to the CAC and include no
11 new allegations that Flexport, Whiplash, or Shopify provided FIGS, Hasson, Spear, or
12 Turenshine with any hard numbers or data details that contradicted their public
13 statements. See Wozniak v. Align Tech., Inc., 850 F. Supp. 2d 1029, 1034 (N.D. Cal.
14 2012) (finding that, “[a]lthough plaintiff refer[red] to the existence of sales and
15 shipment data and ma[de] a general assertion about what the data showed, plaintiff
16 allege[d] no hard numbers or other specific information” sufficient to plead scienter).
17 For the same reasons as in the January 2024 Order, the Court finds Plaintiffs’
18 allegations of Exchange Act Defendants’ data access fall short of establishing scienter.
19 3. Core Operations
20 Likewise, Plaintiffs fail once more to raise an inference of scienter under the
21 “core operations” theory. (See FAC ¶ 313; Order MTD 14–16.)
22 “The core operations theory of scienter relies on the principle that corporate
23 officers have knowledge of the critical core operations of their companies.” Police
24 Ret. Sys. of St. Louis v. Intuitive Surgical, Inc., 759 F.3d 1051, 1062 (9th Cir. 2014)
25 (cleaned up). Under this theory, a strong inference of scienter can be raised if a
26 plaintiff can demonstrate “specific admissions by one or more corporate executives of
27 detailed involvement in the minutia of a company’s operations” or “witness accounts
28 demonstrating that executives had actual involvement in creating false reports.” Id.
1 However, “[w]here a complaint relies on allegations that management had an
2 important role in the company but does not contain additional detailed allegations
3 about the defendants’ actual exposure to information, it will usually fall short of the
4 PSLRA standard.” S. Ferry LP, No. 2 v. Killinger, 542 F.3d 776, 784 (9th Cir. 2008).
5 As the Ninth Circuit notes, “[p]roof under this theory is not easy.” Intuitive Surgical,
6 759 F.3d at 1062. In “rare circumstances” a plaintiff may establish scienter under the
7 core operations theory by pleading with particularity specific events of such
8 prominence “that it would be ‘absurd’ to suggest that management was without
9 knowledge of the matter.” Killinger, 542 F.3d at 786.
10 Here, Plaintiffs attempt to cure their core operations allegations by adding
11 CW-2’s statements that Hasson and Spear controlled product launches. To show that
12 Hasson’s and Spear’s personal preferences—rather than data—influenced FIGS’s
13 product launches, CW-2 claims the team could not sign off on orders without Hasson
14 and Spear’s blessing. (Id. ¶ 315.) CW-2 “would be told ‘Heather hates the fabric, or
15 the color,’ and was instructed to change the order,” and “Spear ‘dropped’ a product
16 launch of thousands of units simply because Spear changed her mind regarding the
17 product and decided she ‘didn’t like it.’” (Id.) These statements, however, are based
18 on hearsay and CW-2’s impression or speculation. Missing from these allegations are
19 any facts showing CW-2 had direct access to Hasson and Spear to personally know
20 why they did not “like” a product and whether their decisions considered, resulted
21 from, or conflicted with other factors or data. Without such facts, the allegations, at
22 best, “support a ‘mere inference of [the defendants’] knowledge of all core
23 operations,’ not scienter.” Intuitive Surgical, 759 F.3d at 1062 (alteration in original).
24 Plaintiffs also plead facts to show Turenshine “was deeply involved in FIGS’s
25 core operations,” (FAC ¶ 316), but these allegations are not sufficiently detailed. The
26 allegations point broadly to statements by Spear claiming that Turenshine “knows the
27 company inside and out,” has “deep knowledge and passion for the brand,” and
28 “played a critical role in [FIGS’s] rapid and profitable growth.” (Id.) However,
1 Spear’s statements merely mirror the “broad statements of involvement” that the
2 Court previously found did not rise to the level of specificity required to establish a
3 strong inference of scienter or to impute scienter onto another individual. (Order
4 MTD 15–16.) Therefore, these statements are similarly insufficient to infer scienter.
5 Lastly, Plaintiffs supplement their core operations allegations by pointing to
6 Hasson’s, Spear’s, and Turenshine’s presence at board meetings to show their direct
7 involvement “in developing FIGS’s products and in deciding to rely on airfreight to
8 accommodate their last-minute changes.” (Opp’n 43.) Plaintiffs allege the meetings
9 included discussions about “delays in ocean freight shipping,” “the impact of port and
10 shipping delays,” “port congestion,” “global supply chain imbalances,” “air freight
11 and related costs,” “inventory management,” “timing of product launches,” and “any
12 issues with keeping products in stock.” (FAC ¶ 317.) These allegations appear to
13 support, rather than disprove, Exchange Act Defendants’ alleged misstatements. For
14 example, that the board discussed ocean freight shipping delays and global supply
15 chain imbalances supports FIGS’s public statement that its shipping arrangements and
16 airfreight usage may be affected by “shipping delays for reasons outside of [FIGS’s]
17 control.” (Id. ¶¶ 293, 302.) Thus, these allegations also fail to raise a strong inference
18 of scienter.
19 Accordingly, Plaintiffs fail to cure the defects in their core operations theory to
20 plead a strong inference of scienter.
21 4. March 7, 2022 and May 10, 2022 Board Meetings
22 Finally, Plaintiffs point to FIGS’s March 7, 2022 and May 10, 2022 board
23 meetings to show Exchange Act Defendants knew their subsequent public statements
24 were false and misleading. (Id. ¶¶ 349–50.) During the board meetings, FIGS
25 discussed a “ramp down” of its high-waisted Zamora and Yola styles to pursue new
26 waistband styles. (Id.) Later, on FIGS’s March 8, 2022 earnings call, Spear allegedly
27 misled investors when she affirmed FIGS’s core product strategy, despite knowing
28 FIGS would “ramp down” the Zamora and Yola styles, which are core franchise
1 product lines. (Id.) Then, on FIGS’s May 12, 2022 earnings call, Exchange Act
2 Defendants allegedly misrepresented that the lack of Zamora and Yola stock was
3 attributed to supply chain challenges. (Id.)
4 After reviewing the March and May 2022 earnings call transcripts, the Court
5 finds the identified statements are not clearly inconsistent. In the March 8, 2022
6 earnings call, Spear stated that reliance on core styles “enables [FIGS] to produce
7 large volumes further in advance and hold greater quantities in [FIGS’s] warehouses.”
8 (Speers Decl. Ex. K 6.7) The “ramp down” statement from FIGS’s March 7, 2022
9 board meeting does not contradict Spear’s statement about FIGS’s ability to produce
10 large volumes of its core styles. The March 8, 2022 earnings call also reveals that the
11 high-waisted version is only one iteration of the Zamora product. (Id. at 5.) As such,
12 the ramp down of the high-waisted Zamora product, which is just one type of a core
13 product franchise line, does not contradict Exchange Act Defendants’ statement
14 affirming its core product strategy. Moreover, on the May 12, 2022 earnings call,
15 Turenshine accurately disclosed that FIGS transitioned its high-waisted Zamora and
16 Yola styles to a new yoga waistband. (Speers Decl. Ex. M 7.) The “ramp down”
17 statement does not contradict this disclosure.
18 The March and May 2022 statements are not contradictory and do not make a
19 cogent or compelling inference of scienter. Tellabs, 551 U.S. at 314 (holding that a
20 strong inference of scienter under 15 U.S.C. § 78u-4(b)(2)(A) “must be more than
21 merely plausible or reasonable—it must be cogent and at least as compelling as any
22 opposing inference of nonfraudulent intent”). Accordingly, the Court does not find a
23 strong inference of scienter based on the March 7, 2022 and May 10, 2022 board
24 meetings.
25
26
27

28 7 For all earnings call exhibits, (see Speers Decl. Exs. K, M), the Court cites the pagination in gray
text on the bottom right of each page.
1 5. Holistic Evaluation of Scienter
2 Considering Plaintiffs’ FAC allegations as a whole, the Court finds Plaintiffs
3 fail to plead a holistic inference of scienter with respect to FIGS, Hasson, Spear, and
4 Turenshine.
5 Accordingly, the Court GRANTS Exchange Act Defendants’ Motions and
6 DISMISSES WITH LEAVE TO AMEND Plaintiffs’ Section 10(b) cause of action.
7 D. Violation of Section 20(a) of the Exchange Act
8 Plaintiffs assert their fifth and final cause of action against Hasson, Spear,
9 Turenshine, Willhite, and Tulco for control person liability under Section 20(a). FIGS
10 and Tulco move to dismiss Plaintiffs Section 20(a) claim for failure to plead a primary
11 violation under Section 10(b) and for failure to plead that Tulco is a control person.
12 (FIGS MTD 34; Tulco MTD 13–14.)
13 A claim under Section 20(a) is dependent on a primary violation of
14 Section 10(b) of the Exchange Act or Rule 10b-5. See Zucco, 552 F.3d at 990
15 (holding the existence of a primary violation under section 10(b) is a prerequisite for
16 control person liability under section 20(a)); see also In re NVIDIA Corp. Sec. Litig.,
17 768 F.3d 1046, 1062 (9th Cir. 2014) (“[A plaintiff] must first prove a primary
18 violation of underlying federal securities laws, such as Section 10(b) or Rule 10b-5,
19 and then show that the defendant exercised actual power over the primary violator.”).
20 Here, as explained above, Plaintiffs fail to adequately plead scienter and therefore
21 have not adequately stated a Section 10(b) or Rule 10b-5 violation. As such, Plaintiffs
22 fail to plead a primary violation that could support a Section 20(a) cause of action
23 against Hasson, Spear, Turenshine, Willhite, and Tulco.
24 Accordingly, the Court GRANTS FIGS’s and Tulco’s Motions and
25 DISMISSES WITH LEAVE TO AMEND Plaintiffs’ Section 20(a) cause of action.
26 VI. LEAVE TO AMEND
27 Generally, a court should freely grant leave to amend a dismissed complaint.
28 See Fed. R. Civ. P. 15(a). This is particularly true in the context of the PSLRA,
1 because “an unprecedented degree of specificity is required” and “the drafting of a
2 cognizable complaint can be a matter of trial and error.” Eminence Cap., LLC v.
3 Aspeon, Inc., 316 F.3d 1048, 1052 (9th Cir. 2003). The Court has previously granted
4 Plaintiffs leave to amend, and will do so once more here as specifically described
5 above, because Plaintiffs’ allegations come within the PSLRA.
6 However, Plaintiffs are cautioned that the disorganized, prolix nature of
7 Plaintiffs’ FAC is an additional basis for dismissal. “Neither courts nor defendants
8 should have to wade through the morass of ‘puzzle pleadings’ as this wastes judicial
9 resources and undermines the requisite notice for a defendant to respond.” In re New
10 Century, 588 F. Supp. 2d 1206, 1218–19 (C.D. Cal. 2008). Dismissal is appropriate
11 when, as here, “[t]he inconsistent use of emphasis, use of cross-references, and failure
12 to delineate the reasons why statements were false and misleading presented in the
13 [complaint] require the [c]ourt to parse through statements to discover which are false
14 and misleading.” Jiangchen v. Rentech, Inc., No.2:17-cv-01490-GW (FFMx),
15 2017 WL 10363990, at *8 (C.D. Cal. Nov. 20, 2017). Here, Plaintiffs’164-page
16 pleading requires extensive judicial resources to decipher which portions of lengthy
17 statements Plaintiffs allege to be false. Furthermore, the pleadings are highly
18 repetitive, often in a way that contributes ambiguity and uncertainty to the pleading.
19 It is the plaintiff’s “responsibility to craft a clear and concise complaint.” In re
20 New Century, 588 F. Supp. 2d at 1219. Merely adding allegations to this already
21 byzantine pleading is unlikely to convince the Court that Plaintiffs are able to state a
22 plausible claim. Plaintiffs should take this opportunity to amend the pleading by
23 reducing repetitions and ambiguity. Accordingly, the Court will take a jaundiced view
24 of any amended pleading that is lengthier than the FAC, and will be inclined to strike
25 an amended pleading that perpetuates this prolixity, preventing meaningful analysis of
26 the claims.
27
28
1 Vil. CONCLUSION
2 For the reasons discussed above, the Court GRANTS IN PART AND
3 | DENIES IN PART Defendants’ Motions to Dismiss. (ECF Nos. 118, 120, 123.)
4|| Specifically, the Court hereby:
5 e DISMISSES WITHOUT LEAVE TO AMEND Plaintiffs Hoch’s, City of
6 Pensacola’s, and Kissimmee’s Section 11 claims based on the SPO, and
7 Section 12(a)(2) claims;
8 e DISMISSES WITH PREJUDICE Plaintiffs’ Section 11 claim based on
9 FIGS’s statement about its air freight use in 2020 and March 2021, (FAC
10 4] 154);
11 e DISMISSES WITH LEAVE TO AMEND Plaintiff City of Warren’s
12 Section 11 claim based on the SPO; and
13 e DISMISSES WITH LEAVE TO AMEND Plaintiffs’ remaining claims
14 under Section Section 12(a)(2), Section 15, Section 10(b), and
15 Section 20(a) as described above.
16 If Plaintiffs choose to amend, the Second Amended Class Action Complaint is
17 || due no later than twenty-one (21) days from the date of this Order, in which case
18 || Defendants shall answer or otherwise respond within fourteen (14) days of the filing.
19 | If Plaintiffs do not timely amend, this dismissal shall be deemed a dismissal with
20 || prejudice as to the dismissed claims.
21
22 IT IS SO ORDERED.
23 Se
24 January 10, 2025 LEA. cB
25 Gry
x /
7 OTIS D. WRIGHT, I
08 UNITED STATES DISTRICT JUDGE

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10780355. Public record. Not legal advice.